When Lynn Kerr's daughter Sophie wins a scholarship to an elite school she must pack up her two daughters and move from New Mexico to New York City. As Sophie starts school she quickly finds out the school is run by the "beautiful people" and they aren't too impressed by her.

Sophie and Nicholas get competitive for their mid-term project as Sophie challenges him to acknowledge their kiss and not to be embarrassed in front of his friends with her. Meanwhile, Karen makes a drastic decision about her job.

Lynn, Sophie, and Karen are invited over to the Fiskes' home in Hamptons for a weekend. While there, a game of "Truth or Dare" gets a little out of hand. Meanwhile, Sophie encourages Annabelle to tell Gideon how she feels about him.

Lynn creates a new design for her company's fashion launch and she asks Karen to model her design for her.

Karen eventually faces up to her personal problems. Meanwhile, Sophie and Lynn both have difficult decisions to make as Lynn's ex-husband Daniel turns up and wants Sophie and Karen to come back home with him.

All of the Kerrs get to experience their first snowstorm in New York all apart. Lynn is with Julian, Sophie and Nicky go to a party, and Karen uses Ben's invite to a party for her own use to meet agents.

Lynn is under pressure as she faces possible eviction as well as the custody case with Daniel. Meanwhile, Karen discovers a secret.

Lynn finds out that Karen's new boyfriend Luke Dalton is the venture capitalist that is potentially financing her new fashion line.

Karen and Ben take their relationship a little further and Sophie and Chris share their first kiss.

Karen competes with other models for a spot in a national advertising campaign; Lynn grows less secure about the age difference between Jeremy and herself.

Karen awaits the results of the modeling contest; Lynn takes control of the showcase; Sophie tries to come to terms with Chris.